0001144204-07-051308 Sample Contracts

UNDERWRITING AGREEMENT between FMG ACQUISITION CORP. and PALI CAPITAL, INC. Dated: _________ __, 2007
Underwriting Agreement • September 27th, 2007 • FMG Acquisition Corp • Blank checks • New York

The undersigned, FMG Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Pali Capital, Inc. (“Pali Capital” and also referred to herein variously as “you,” or the “Representative”) and with the other Underwriters named on Schedule I hereto for which Pali Capital is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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